2003 Governance Charter: LEG

NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER
OF THE
LEGGETT & PLATT, INCORPORATED
BOARD OF DIRECTORS
Purpose
The Nominating & Corporate Governance Committee will (i) assist the Board in the oversight of corporate governance principles, policies and procedures, (ii) identify qualified candidates for Board membership and recommend to the Board director nominees to be voted on at the annual meeting of shareholders, and (iii) develop and recommend to the Board a set of corporate governance principles applicable to the Company.
Membership
The Committee will be composed of at least three members of the Board of Directors, all of whom are independent as determined in accordance with the New York Stock Exchange Listing Standards. The Board will appoint Committee members annually. The Board may remove Committee members at any time, with or without cause, by a majority vote. The Board will fill any vacancy on the Committee. During a vacancy on the Committee, the remaining members will have full power to act as the Committee.

The Board will appoint a Committee Chairman annually. If the Chairman is absent from a meeting, the Committee may, by majority vote of those members present, designate one of its members to serve as acting Chairman for the meeting.

To the extent permitted by applicable law, the Committee may delegate duties and responsibilities to one or more members or subcommittees as it deems appropriate.
Meetings
The Committee will meet at least once annually and at such other times as it deems appropriate, upon the call of the Committee Chairman or the Chairman of the Board. Meetings may be conducted by teleconference.

A majority of the members present at a meeting will constitute a quorum. If a quorum is present, the majority vote of those Committee members present at the meeting will be sufficient to adopt a resolution or otherwise take action. The Committee Chairman will report the Committee's actions to the Board as appropriate.

The Chairman of the Board will be invited to attend Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him. The Chairman of the Board may share his views with the Committee, but may not vote on matters before the Committee. At the invitation of the Committee Chairman, the CEO and other members of management may attend Committee meetings.

The Secretary of the Company will attend and keep written minutes of Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him. If the Secretary is excused, a member of the Committee will provide to the Secretary minutes of the meeting or information sufficient to prepare minutes.
Duties and Responsibilities
The duties and responsibilities of the Committee include the following:
Develop and recommend to the Board a set of corporate governance principles applicable to the Company and the Board, to be reviewed periodically.


Periodically review the Articles and Bylaws of the Company and make recommendations to the Board as they relate to corporate governance matters.


Identify potential candidates for Board membership and recommend to the Board nominees for election as directors, either for election at the annual meeting of shareholders or to fill a vacancy on the Board. The Committee will select new director candidates who: (i) have significant business or public experience that is relevant and beneficial to the Board and the Company, (ii) are willing and able to make a sufficient time commitment to the affairs of the Company in order to effectively perform the duties of a director, including regular attendance of Board meetings and committee meetings, (iii) are committed to the long-term growth and profitability of the Company, and (iv) are individuals of character and integrity.


Authority to retain and terminate any search firm used to identify director candidates, including authority to approve the fees and other retention terms.


Review the qualifications and performance of incumbent directors in determining whether to recommend them for re-election to the Board. In making this determination, the Committee will consider the director's attendance, involvement and contributions to the effectiveness of the Board. When necessary or appropriate, the Committee will recommend to the Board removal of a director or a member of a Board committee.


Periodically review and make recommendations to the Board concerning (i) the size and composition of the Board, (ii) director tenure, retirement and succession policies, (iii) committee membership, structure and operations, and (iv) policies to promote effective communication between the Board and management.


Oversee the orientation of newly elected directors. Orientation should provide the new director with a basic understanding of the Company's operations, mission and objectives.

Oversee the evaluation of the Board and management in fulfilling their respective duties to the Company and the shareholders as set out in the corporate governance principles adopted by the Company. The Committee will (i) assist the Board of Directors in its self-evaluation, and (ii) review the evaluation results and present such results, along with any Committee recommendations, to the Board.


Conduct an annual self-evaluation of the Committee. The Committee will present the results, along with any Committee recommendations, to the Board.


Perform such other functions within the scope of its duties and responsibilities as the Committee or Board of Directors deem appropriate.